Negative Pledge

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					                  Negative Pledge Agreement

Document 4077A                                                         

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                            NEGATIVE PLEDGE AGREEMENT
      This NEGATIVE PLEDGE AGREEMENT is made as of [DATE] by and
between [COMPANY NAME] ("Borrower") and [LENDER NAME] ("Bank").

      In connection with, among other documents, the [NAME OF LOAN
AGREEMENT] (the "Loan Documents") being concurrently executed herewith between
Borrower and Bank, Borrower agrees as follows:

1.    Capitalized terms used but not otherwise defined herein shall have the same
meaning as in the Loan Documents.

2.      Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security
interest in, or encumber any of Borrower's intellectual property, including, without
limitation, the following:

        (a)     Any and all copyright rights, copyright applications, copyright
registrations and like protections in each work or authorship and derivative work thereof,
whether published or unpublished and whether or not the same also constitutes a trade
secret, now or hereafter existing, created, acquired or held;

       (b)     Any and all trade secrets, and any and all intellectual property rights in
computer software and computer software products now or hereafter existing, created,
acquired or held;

       (c)      Any and all design rights which may be available to Borrower now or
hereafter existing, created, acquired or held;

        (d)    All patents, patent applications and like protections including, without
limitation, improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same, including without limitation the patents and patent

       (e)     Any trademark and service mark rights, whether registered or not,
applications to register and registrations of the same and like protections, and the entire
goodwill of the business of Borrower connected with and symbolized by such
trademarks, including without limitation;

        (f)     Any and all claims for damages by way of past, present and future
infringements of any of the rights included above, with the right, but not the obligation, to
sue for and collect such damages for said use or infringement of the intellectual property
rights identified above;

       (g)     All licenses or other rights to use any of the copyrights, patents,
trademarks, and all license fees and royalties arising from such use to the extent
permitted by such license or rights; and

Negative Pledge Agreement                                         
       (h)     All amendments, extensions, renewals and extensions of any of the
copyrights, trademarks, or patents; and

        (i)    All proceeds and products of the foregoing, including without limitation
all payments under insurance or any indemnity or warranty payable in respect of any of
the foregoing;

2.     It shall be an event of default under the Loan Documents between Borrower and
Bank if there is a breach of any term of this Negative Pledge Agreement.


                                           [COMPANY NAME]

                                           By: _______________________________


                                           [LENDER NAME]

                                           By: ________________________________

Negative Pledge Agreement                                    

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